Note 4 - Long-term Debt

12 Months Ended

Dec. 31, 2025

Notes to Financial Statements

Debt Disclosure [Text Block]

4. Long-term Debt

As of December 31, 2025 and 2024, long-term debt consisted of obligations under our 2019 Senior Credit Facility (as defined below), our 5.875% senior notes due 2026 (the “2026 Notes”), our 7.0% senior notes due 2027 (the “2027 Notes”), our 10.5% senior secured first lien notes due 2029 (the “2029 Notes (1L)”), our 4.75% senior notes due 2030 (the “2030 Notes”), our 5.375% senior notes due 2031 (the “2031 Notes”), our 9.625% senior secured second lien notes due 2032 (the “2032 Notes (2L)”) and our 7.25% senior secured first lien notes due 2033 (the “2033 Notes (1L)”) as follows (in millions):

	December 31,
	2025			2024
Long-term debt:
2019 Senior Credit Facility:
2021 Term Loan (1L) (matures December 1, 2028)	$	739		$	1,395
2024 Term Loan (1L) (matures June 4, 2029)		10			498
Senior secured first lien notes:
2029 Notes (1L) (matures July 15, 2029)		1,125			1,250
2033 Notes (1L) (matures August 15, 2033)		775			-
Senior secured second lien notes:
2032 Notes (2L) (matures July 15, 2032)		1,150			-
Senior unsecured notes:
2026 Notes (matures July 15, 2026)		2			10
2027 Notes (matures May 15, 2027)		-			528
2030 Notes (matures October 15, 2030)		790			790
2031 Notes (matures November 15, 2031)		1,219			1,219
Total outstanding principal, including current portion		5,810			5,690
Unamortized deferred loan costs - Senior Credit Facility		(13	)		(34	)
Unamortized deferred loan costs - 2027 Notes		-			(3	)
Unamortized deferred loan costs - 2029 Notes (1L)		(9	)		(12	)
Unamortized deferred loan costs - 2030 Notes		(7	)		(8	)
Unamortized deferred loan costs - 2031 Notes		(10	)		(12	)
Unamortized deferred loan costs - 2032 Notes (2L)		(17	)		-
Unamortized deferred loan costs - 2033 Notes (1L)		(15	)		-
Unamortized premium - 2032 Notes		5			-
Less current portion		(2	)		(20	)
Long-term debt, less current portion and deferred financing costs	$	5,742		$	5,601
Revolving Credit Facility:
Revolving Credit Facility commitment	$	750		$	680
Undrawn outstanding letters of credit		(5	)		(6	)
Borrowing availability under Revolving Credit Facility	$	745		$	674

2025 Refinancing Activities

Revolving Credit Facility. On March 31, 2025, we entered into a fourth amendment (the “Fourth Amendment”) to the Senior Credit Agreement (as defined below). The Fourth Amendment, among other things, increases the aggregate commitments under the Revolving Credit Facility (the “Revolving Credit Facility”) by $20 million, resulting in aggregate commitments under the Revolving Credit Facility of $700 million. Borrowings under the Revolving Credit Facility bear interest, at our option, at either the SOFR rate or the Base Rate (as defined in the Fourth Amendment, in each case, plus an applicable margin). The costs associated with the amendment were not material.

On July 18, 2025, we entered into a fifth amendment to the Senior Credit Agreement (the “Fifth Amendment” and as amended, including by the Fifth Amendment, the “Senior Credit Agreement”). The Fifth Amendment, among other things, provided for an increase in the Revolving Credit Facility by $50 million, resulting in aggregate commitments under the Revolving Credit Facility of $750 million and an extension of the term of the commitments under the Revolving Credit Facility to December 1, 2028. The costs incurred in connection with this amendment were not material.

2032 Notes (2L). On July 18, 2025, we issued $900 million, in aggregate principal amount of 2032 Notes (2L) pursuant to an indenture, dated as of July 18, 2025, between us, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “2032 Notes (2L) Indenture”). The 2032 Notes (2L) issued in July 2025 were issued at par.

On December 12, 2025, we issued $250 million in aggregate principal amount of 2032 Notes (2L) pursuant to the indenture, dated as of July 18, 2025, between us, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent. The 2032 Notes (2L) issued in December 2025 were issued at 102% of par.

Interest in the 2032 Notes (2L) accrues from July 18, 2025, and is payable semiannually on January 15 and July 15 of each year, beginning on January 15, 2026. The 2032 Notes (2L) mature on July 15, 2032.

The net proceeds from the 2032 Notes (2L), together with $50 million borrowed under our Revolving Credit Facility, were used to (i) redeem all of our outstanding 2027 Notes at par; (ii) to repay $403 million of our 2024 Term Loan (1L) under the Senior Credit Agreement; (iii) to redeem $125 million of the 2029 Notes at 103% of par; (iv) to pay transaction expenses incurred in connection with the offering; and (v) for general corporate purposes.

The 2032 Notes (2L) and related guarantees are our senior secured second lien obligations. The 2032 Notes (2L):

● rank pari passu in right of payment to all of our and the guarantors’ existing and future senior, unsubordinated debt (including our Senior Credit Agreement and our 2033 Notes (1L), as defined below, 2031 Notes, 2030 Notes, 2029 Notes (1L) and 2026 Notes);

● are senior in right of payment to all of our and the guarantors’ future subordinated debt;

● are effectively subordinated to all of our or the guarantors’ existing and future debt that is secured by a lien on any assets not constituting Collateral (as defined in the 2032 Notes (2L) Indenture) to the extent of the value of such assets (including the assets sold to the Receivables SPV (as defined in the 2032 Notes (2L) Indenture) pursuant to the Receivables Sale Agreement);

● are effectively junior to all our existing and future debt that is secured by a lien that is senior to the 2032 Notes (2L), including the Senior Credit Agreement, the 2029 Notes (1L), and the 2033 Notes (1L), to the extent of the value of the Collateral; and

● are effectively senior to all existing and future debt that is either unsecured, including our 2031 Notes, 2030 Notes and 2026 Notes and the guarantees related thereto or secured by a lien that is junior to the lien securing the 2032 Notes (2L) and the related guarantees, in each case to the extent of the value of the Collateral.

2033 Notes (1L). On July 25, 2025, we issued $775 million in aggregate principal amount of 2033 Notes (1L) pursuant to an indenture, dated as of July 25, 2025, between us, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “2033 Notes (1L) Indenture”). The 2033 Notes (1L) were issued at par. Interest on the 2033 Notes (1L) accrues from July 25, 2025, and is payable semiannually, on February 15 and August 15 of each year, beginning on February 15, 2026. The 2033 Notes (1L) mature on August 15, 2033.

The net proceeds from the 2033 Notes (1L) were used to: (i) repay $630 million of our 2021 Term Loan (1L); (ii) $80 million of our 2024 Term Loan (1L); (iii) repay all $50 million then outstanding under our Revolving Credit Facility; and (iv) pay transaction fees and expenses incurred in connection with the offering.

The 2033 Notes (1L) and related guarantees are our senior secured first lien obligations of the Company. The 2033 Notes (1L):

● rank pari passu in right of payment to all of our and the guarantors’ existing and future senior, unsubordinated debt (including our Senior Credit Agreement and our existing notes);

● are senior in right of payment to all of our and the guarantors’ future subordinated debt;

● are effectively subordinated to any of our or the guarantors’ existing and future debt that is secured by a lien on any assets not constituting Collateral (as defined in the 2033 Notes (1L) Indenture) to the extent of the value of such assets (including the assets sold to the Receivables SPV pursuant to the Receivables Sale Agreement);

● rank pari passu in right of security with all of our existing and future debt that is secured by a first priority lien on the Collateral, including our Senior Credit Agreement and the 2029 Notes (1L); and

● are effectively senior to all existing and future debt that is either unsecured, including our 2031 Notes, 2030 Notes and 2026 Notes, or secured by a lien that is junior to the lien securing the 2033 Notes (1L) and the related guarantees, including the 2032 Notes (2L), in each case to the extent of the value of the Collateral.

As a result of all of these refinancing transactions, we recorded a loss on early extinguishment of debt of $10 million during 2025.

For all of our interest bearing obligations, we made interest payments of approximately $393 million, $394 million and $419 million during the years ended December 31, 2025, 2024 and 2023, respectively. During the years ended December 31, 2025, 2024 and 2023, we capitalized $3 million, $2 million and $20 million of interest payments, respectively, related to the Assembly Atlanta project.

As of December 31, 2025, the aggregate minimum principal maturities of our long-term debt were as follows (in millions):

	Minimum Principal Maturities
	2019 Senior				2029						2032		2033
	Credit Facility		2026		Notes		2030		2031		Notes		Notes
Year	(1L)		Notes		(1L)		Notes		Notes		(2L)		(1L)		Total
2026	$	-	$	2	$	-	$	-	$	-	$	-	$	-	$	2
2027		-		-		-		-		-		-		-		-
2028		739		-		-		-		-		-		-		739
2029		10		-		1,125		-		-		-		-		1,135
2030		-		-		-		790		-		-		-		790
Thereafter		-		-		-		-		1,219		1,150		775		3,144
Total	$	749	$	2	$	1,125	$	790	$	1,219	$	1,150	$	775	$	5,810

Collateral, Covenants and Restrictions of our Credit Agreements. Our obligations under the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and the 2032 Notes (2L) are secured by substantially all of our consolidated assets, excluding real estate. In addition, substantially all of our subsidiaries (subject to certain limited exceptions) are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and the 2032 Notes (2L). Gray Media, Inc. is a holding company, and has no material independent assets or operations. For all applicable periods, the 2026 Notes, 2029 Notes (1L), 2030 Notes and 2031 Notes, 2032 Notes (2L) and 2033 Notes (1L) have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Media, Inc.'s subsidiaries (subject to certain limited exceptions). Any subsidiaries of Gray Media, Inc. that do not guarantee the 2026 Notes, 2030 Notes, 2031 Notes, the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and 2032 Notes (2L) are not material or are designated as unrestricted under the Senior Credit Agreement. As of December 31, 2025, there were no significant restrictions on our subsidiaries to distribute cash to us or the guarantor subsidiaries.

The Senior Credit Agreement contains affirmative and restrictive covenants with which we must comply, including: (a) limitations on additional indebtedness, (b) limitations on liens, (c) limitations on the sale of assets, (d) limitations on guarantees, (e) limitations on investments and acquisitions, (f) limitations on the payment of dividends and share repurchases, (g) limitations on mergers and (h) maintenance of the First Lien Leverage Ratio while any amount is outstanding under the Revolving Credit Facility, as well as other customary covenants typical for credit facilities of this type. The 2026 Notes, 2029 Notes (1L), 2030 Notes, 2031 Notes, the 2032 Notes (2L) and 2033 Notes (1L) include covenants with which we must comply which are typical for financing transactions of their nature. As of December 31, 2025 and December 31, 2024, we were in compliance with all required covenants under all of our debt obligations.

In addition to results prepared in accordance with U.S. GAAP, “Leverage Ratio Denominator” is a metric that management uses to calculate our compliance with our financial covenants in our indebtedness agreements. This metric is calculated as specified in our Senior Credit Agreement and is a significant measure that represents the denominator of a formula used to calculate compliance with material financial covenants within the Senior Credit Agreement that govern our ability to incur indebtedness, incur liens, make investments and make restricted payments, among other limitations usual and customary for credit agreements of this type. Accordingly, management believes this metric is a material metric to our debt and equity investors.

Leverage Ratio Denominator gives effect to the revenue and broadcast expenses of all completed acquisitions and divestitures as if they had been acquired or divested, respectively, on January 1, 2024. It also gives effect to certain operating synergies expected from the acquisitions and related financings, and adds back professional fees incurred in completing the acquisitions. Certain of the financial information related to the acquisitions, if applicable, has been derived from, and adjusted based on, unaudited, un-reviewed financial information prepared by other entities, which Gray cannot independently verify. We cannot assure you that such financial information would not be materially different if such information were audited or reviewed, and no assurances can be provided as to the accuracy of such information, or that our actual results would not differ materially from this financial information if the acquisitions had been completed on the stated date. In addition, the presentation of Leverage Ratio Denominator as determined in the Senior Credit Agreement and the adjustments to such information, including expected synergies, if applicable, resulting from such transactions, may not comply with U.S. GAAP or the requirements for pro forma financial information under Regulation S-X under the Securities Act of 1933. Leverage Ratio Denominator, as determined in the Senior Credit Agreement, represents an average amount for the preceding eight quarters then ended.

Our “Adjusted Total Indebtedness”, “First Lien Adjusted Total Indebtedness” and “Secured Adjusted Total Indebtedness”, in each case “Net of All Cash”, represents the amount of outstanding principal of our long-term debt, plus certain other obligations as defined in our Senior Credit Agreement, less all cash (excluding restricted cash) for the applicable amount of indebtedness.